Securities Exchange Act, Unregistered Securities

The SEC Alleges Software Provider to be a Broker and Underwriter in Continued Crackdown on the Crypto Industry

Paul Hastings LLP on 7/11/2024

On June 28, 2024, the Securities and Exchange Commission (“SEC”) filed a complaint alleging that Consensys Software, Inc. (“Consensys”), the developer of the MetaMask self-hosted wallet, acted as an unregistered broker...more

Binance Ruling Spotlights Muddled Post-Morrison Landscape

WilmerHale on 5/3/2024

The March decision in Williams v. Binance from the U.S. Court of Appeals for the Second Circuit marks the latest chapter in the judiciary's struggle to apply the U.S. Supreme Court's 2010 decision in Morrison v. National...more

SEC Cryptocurrency Enforcement Report Summary

Cornerstone Research on 1/31/2024

Cryptocurrency enforcement continues to be a high priority for the U.S. Securities and Exchange Commission (SEC). In 2023, the SEC administration under Chair Gary Gensler brought a total of 46 cryptocurrency-related...more

Leash the Kraken: SEC Sues Kraken

Seward & Kissel LLP on 11/28/2023

On November 20, 2023, the SEC filed a complaint in the United States District Court for the Northern District of California against Payward, Inc. and Payward Ventures, Inc. which, together, do business as Kraken. The...more

The SEC’s Second NFT Enforcement Action: SEC v. Stoner Cats 2

Akin Gump Strauss Hauer & Feld LLP on 9/15/2023

Key Point - Just over two weeks after the SEC announced the settlement of its first NFT enforcement action against Impact Theory, on September 13, 2023, the SEC announced its second NFT enforcement action against SC2, the...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2023 Edition

Latham & Watkins LLP on 9/12/2023

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

DeFi Crypto Platform Not Liable for Scam Tokens

Latham & Watkins LLP on 9/7/2023

A federal court’s dismissal of claims against a decentralized cryptocurrency platform and its investors for the actions of scam token issuers is a case of first impression with wider significance. On August 29, 2023, the...more

A Ripple of Doubt

Holland & Knight LLP on 8/11/2023

Specifically, the SEC wants a change to persuade the U.S. Court of Appeals for the Second Circuit – now, not later – of its view that Torres got it wrong when she determined that the company's offer and sale of its XRP token...more

SEC Sues Coinbase to Establish Jurisdiction Over Cryptocurrencies and Crypto Exchanges

Miller Canfield on 6/19/2023

The U.S. Securities and Exchange Commission sued Coinbase, Inc., alleging the crypto assets Coinbase made available for trading on its exchange met the definition of “securities.” Because Coinbase did not register the assets...more

SEC Sues Binance and Coinbase: What Are the Allegations and What Is Next?

Goodwin on 6/14/2023

In the span of two days, June 5 and June 6, 2023, the US Securities and Exchange Commission (SEC) commenced proceedings against the largest crypto asset exchange in the world, Binance.com; its affiliated US exchange,...more

Coinbase Wins Dismissal of Class Action Alleging Sale of Unregistered Securities

BakerHostetler on 2/8/2023

On February 1, the U.S. District Court for the Southern District of New York dismissed a putative class action brought by customers of Coinbase Global Inc. and its subsidiary Coinbase Inc. (together, Coinbase), alleging the...more

SEC charges companies for offering and selling unregistered crypto asset securities

Orrick, Herrington & Sutcliffe LLP on 1/18/2023

On January 12, the SEC filed a complaint in the U.S. District Court for the Southern District of New York against two companies (collectively, defendants), alleging that they were involved in the unregistered offer and sale...more

New FINRA sweep targets crypto marketing

Eversheds Sutherland (US) LLP on 11/16/2022

As might be expected, FINRA appears to be aligning itself with the SEC in its assertion of jurisdiction over investments that may not, at the end of the day, be deemed securities. ...more

Dismissal of Putative Securities Class Action for Bellus Health, Inc.

Goodwin on 10/10/2022

On September 21, 2022, U.S. District Judge George B. Daniels of the Southern District of New York dismissed with prejudice a putative securities class action against BELLUS Health, Inc. and certain of its officers....more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2022 Edition

Latham & Watkins LLP on 9/7/2022

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Avoiding Sticky Situations with Web3: DOJ, SEC Scrutiny of NFT and DeFi Projects Expected to Continue

Holland & Knight LLP on 4/25/2022

Web3 is a term with a shifting, amorphous definition. In its current form, Web3 encompasses both decentralized platforms and the metaverse. Decentralized platforms offer services and assets that use distributed ledger...more

Uniswap and VC Backers Sued For Selling Unregistered Securities

Sheppard Mullin Richter & Hampton LLP on 4/19/2022

A recent class-action lawsuit alleges that the “Uniswap Protocol” exchange is one of the largest crypto-asset exchanges in the world, which permits the unlawful promotion, offer, and sale of crypto tokens as unregistered...more

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on 9/10/2021

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

A Busy Week For The SEC’s Enforcement Efforts In Crypto’s “Wild West”

Morrison & Foerster LLP on 8/16/2021

The Securities and Exchange Commission (“SEC”) brought three enforcement actions concerning digital assets in rapid succession in a week, underlining that the Division of Enforcement is as committed to crypto enforcement...more

Ripple Effect: SEC Lawsuit against Cryptocurrency Company May Provide Guidance For Crypto Industry

Amundsen Davis LLC on 3/12/2021

On December 21, 2020, the Securities and Exchange Commission (SEC) filed a high-profile enforcement action against a major cryptocurrency company. The SEC complaint alleges violations of federal securities laws by defendant...more

SEC warns investors about initial exchange offerings

Eversheds Sutherland (US) LLP on 2/19/2020

Recently, the U.S. Securities and Exchange Commission (SEC) issued an Investor Alert (the Alert) warning investors to use caution before investing in initial exchange offerings (IEOs) through online trading platforms. The...more

Blockchain Week in Review - January 2020 #3

Perkins Coie on 1/29/2020

U.S. Developments - Federal and State Regulatory Developments - Bill in Hawaii State Senate Addresses Digital Assets Including Authorization for Banks to Serve as Qualified Custodians - SB 2594 before the Hawaii...more

SEC Deems Digital-Currency Investment Vehicle a Reporting Company

Goodwin on 1/29/2020

On January 21, 2020, Grayscale Bitcoin Trust (the “Trust”) became the first digital currency investment vehicle to attain the status of an SEC reporting company. The Trust’s sponsor, Grayscale Investments, LLC (“Grayscale”),...more

2019 Digital Asset Regulatory Look Back (US Edition)

Latham & Watkins LLP on 1/9/2020

It was a year filled with tantalizing tidbits and many loose ends. 2019 marked the 10th year since blockchain technology was released into the wild by its still unknown inventor, Satoshi Nakamoto, who mined the first bitcoin...more

SEC Settles with BCOT on Alleged Violations of the Securities Act

Orrick - On the Chain on 1/8/2020

On December 18, 2019, the Securities and Exchange Commission announced settled charges against blockchain technology company Blockchain of Things Inc. (BCOT) for conducting an unregistered initial coin offering (ICO) of...more

Securities Exchange Act › Unregistered Securities

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